USA – Cardinal Health’s Governance and Sustainability Committee Board has approved the appointment of four new independent directors: Steven Barg, Michelle Brennan, Sujatha Chandrasekaran, and Christine Mundkur.

With these immediate appointments, Cardinal Health’s Board will be made up of 15 Directors, 14 of whom are independent under the Company’s director independence standards.

The leadership shakeup is aimed at positioning the Company for long-term success, building on Cardinal Health’s previously announced growth plans.

The company said these initiatives have benefited from input received from Elliott Investment Management L.P.

In connection with these initiatives, Elliott has also entered into a cooperation agreement with Cardinal Health, and Elliott’s Steven Barg will join the Company’s Board of Directors.

Following the Annual Meeting, Cardinal Health’s Board will consist of 54% women and 23% racially or ethnically diverse individuals.

Elliott has also entered into a cooperation agreement with Cardinal Health. The cooperation agreement contains customary standstill, voting, confidentiality, and other provisions.

Two existing Directors, Dean Scarborough and John Weiland will not seek re-election at the end of their previously elected terms at Cardinal Health’s 2022 Annual Meeting resulting in a 13-member Board

Following the Annual Meeting, Cardinal Health’s Board will consist of 54% women and 23% racially or ethnically diverse individuals.

Cardinal Health’s Board has also formed a new Board committee, the Business Review Committee, to support a comprehensive review of the Company’s strategy, portfolio, capital-allocation framework, and operations with the goal of maximizing Cardinal Health’s potential for the benefit of all stakeholders.

The Business Review Committee will be chaired by Chief Executive Officer Jason Hollar; Mr. Barg and Akhil Johri will also serve on the Committee.

Mr. Hollar, commenting on this latest development said: “Cardinal Health’s leadership team is focused on creating value for all our stakeholders, and the newly initiated Business Review Committee, as well as the new expertise and experience being added to our Board, are critical steps in this process.”

The Committee, with the assistance of the Company’s legal and financial advisors, will make recommendations to the full Board.

The Company expects to conduct an investor day in the first half of calendar 2023 to share the Board’s conclusions and to provide additional guidance.

The cooperation agreement that the Company has entered into with Elliott contains customary standstill, voting, confidentiality, and other provisions.

Goldman Sachs & Co. LLC is serving as financial advisor to Cardinal Health, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel, both of whom will also support the Business Review Committee and Board’s reviews.

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